Sentinel Co. v. A. D. Meiselbach Motor Wagon Co.
| Decision Date | 06 December 1910 |
| Citation | 128 N.W. 861,144 Wis. 224 |
| Parties | SENTINEL CO. v. A. D. MEISELBACH MOTOR WAGON CO. |
| Court | Wisconsin Supreme Court |
OPINION TEXT STARTS HERE
Appeal from Circuit Court, Milwaukee County; Warren D. Tarrant, Judge.
Action by the Sentinel Company against the A. D. Meiselbach Motor Wagon Company. From a judgment for plaintiff, defendant appeals. Affirmed as modified.
This action was brought on quantum meruit to recover upon two causes of action. The first cause of action was for advertising done for the defendant by the plaintiff between the 1st day of January and August, 1906, alleged to be reasonably worth $248.67. An exhibit is attached to the complaint showing the items and dates of publication. The second cause of action is based upon a claim for the manufacture and delivery to the defendant, at its special instance and request, by the Clark Engraving Company, a corporation, of engravings, plates, cuts, and drawings alleged to be reasonably worth $60.10, which it is alleged the defendant agreed to pay for, and that the claim of said Clark Engraving Company was assigned to the plaintiff prior to the commencement of this action. The exhibit attached to the complaint under the first cause of action is as follows:
A. D. Meiselbach Motor Wagon Company,
In account with Sentinel Company, Dr. 1906.
+--------------------------------+
¦May 13. ¦To advertising ¦$ 32 34¦
+--------+---------------+-------¦
¦May 20. ¦To advertising ¦40 18 ¦
+--------+---------------+-------¦
¦May 27. ¦To advertising ¦33 32 ¦
+--------+---------------+-------¦
¦May 28. ¦To advertising ¦57 ¦
+--------+---------------+-------¦
¦May 31. ¦To advertising ¦78 10 ¦
+--------+---------------+-------¦
¦June 30.¦To advertising ¦64 16 ¦
+--------+---------------+-------¦
¦ ¦ ¦$248 67¦
+--------------------------------+
The date of the last item, June 30th, was corrected on the trial without objection to read June 3d.
The complaint also alleges that the defendant is a corporation. The answer denies the corporate existence of the defendant, and denies generally the allegations of the complaint. It was, however, admitted on the trial that the Clark Engraving & Printing Company was a corporation at the times stated in the complaint, and that the work alleged to have been performed by the Clark Engraving Company was in fact performed, and the prices charged therefor reasonable. The material controverted issues upon the trial, briefly stated, were: (1) The incorporation of the defendant at the time in question, and its power to incur the obligation; (2) the authority of one Charles Rohde to bind the defendant, and whether said Rohde individually, or the defendant through him authorized the advertisements published by the plaintiff and the work done by the Clark Engraving Company; (3) whether the defendant ever adopted the acts of Rohde in the matters in question; (4) the validity of the Sentinel Sunday advertising as a basis for legal liability against the defendant; and (5) the reasonable value of the Sentinel advertising.
The jury returned a general verdict in favor of the plaintiff upon both causes of action for the sum of $308.77, with interest from the 30th day of June, 1906. The defendant moved that the verdict be set aside and for judgment dismissing the complaint with costs, and, in case of the denial of such motion, that the verdict be set aside and a new trial granted for several alleged reasons. Defendant's motions were denied, and judgment ordered for the plaintiff in accordance with the verdict, from which the defendant appealed.Perry, Morton & Kroesing for appellant.
Quarles, Spence & Quarles (J. V. Quarles, Jr., of counsel), for respondent.
KERWIN, J. (after stating the facts as above).
The first three propositions referred to in the statement of facts, namely, the power of the defendant to incur the obligation which is the basis of plaintiff's claim, the authority of Rohde to bind the defendant, and whether he in fact did so, and whether defendant adopted the acts of Rohde, may be considered together. The articles of incorporation of the defendant were filed with the register of deeds on May 8, 1906. They were signed by A. D. Meiselbach, B. R. Godfrey, and Chas. Rohde, incorporators. Section 1772, St., provides for the filing of the articles of incorporation, or a true copy thereof, with the Secretary of State and register of deeds of the county in which the corporation is located, and further provides that “no corporation shall until such articles be left for record have legal existence.” Section 1773, St., provides that “until the directors or trustees shall be elected the signers of the articles of organization shall have direction of the affairs of the corporation,” and that “no such corporation shall transact business with any others than its members until at least one-half of its capital stock shall have been duly subscribed and at least twenty per centum thereof actually paid in; and if any obligation shall be contracted in violation hereof, the corporation offending shall have no right of action thereon; but the signer or signers of the articles and the subscriber or subscribers for stock transacting such business or authorizing the same, or having knowledge thereof, consenting to the incurring of any debt or liability, as well as the stockholders then existing, shall be personally liable upon the same.”
Under our statutes the defendant became a corporation at the time of the filing of its articles with the register of deeds, namely, May 8, 1906, and was capable from that time to bind itself by contract, and the signers of the articles had lawful authority to manage its affairs. Badger P. Co. v. Rose et al., 95 Wis. 145, 70 N. W. 302, 37 L. R. A. 162. There is evidence tending to show that, immediately after the articles of incorporation of the defendant were filed with the register of deeds, Chas. Rohde, one of the signers, assumed the management of the business and contracted the indebtedness in question on behalf of the corporation and held himself out as acting for the corporation. There is also evidence that early in May, 1906, Rohde, with the knowledge and consent of the other signers of the articles, acted as secretary and manager of the...
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